Late Filing Notice - Form NT 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)		¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
		For Period Ended: March 31, 2024
		¨Transition Report on Form 10-K
		¨Transition Report on Form 20-F
		¨Transition Report on Form 11-K
		¨Transition Report on Form 10-Q
		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

PROSOMNUS, INC.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

5675 Gibraltar Drive

(Address of Principal Executive Office (Street and Number))

Pleasanton, CA 94588

(City, State and Zip Code)

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)		The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

ProSomnus, Inc. (the "Company") has determined that it will not be able to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the "Form 10-Q") by May 15, 2024, the original due date for such filing, without unreasonable effort or expense due to the circumstances described below.

The Company requires additional time to complete its quarter-end closing procedures, including the standard quarterly review conducted by its independent auditors, which have been delayed due to the independent auditor's ongoing review. Due to this delay, the Company will not be able to file, without unreasonable effort or expense, the Form 10-Q by the prescribed date.

PART IV - OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

Brian Dow		844		537-5337
(Name)		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Cautionary Note Regarding Forward Looking Statements:

This Form 12b-25 contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. These statements are based on information available to the Company as of the date hereof and actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements include, without limitation, further delays, or other unexpected developments, in the completion of the Form 10-Q and other risks and uncertainties detailed in the Company's Securities and Exchange Commission filings from time to time. More information on potential factors that may impact the Company's business are set forth in its Annual Report on Form 10-K for the fiscal year ended on December 31, 2023, as filed with the SEC on March 27, 2024, as well as other reports filed with or furnished to the SEC from time to time. These reports are available on the SEC's website at www.sec.gov. The Company assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

PROSOMNUS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2024

	By:	/s/ Brian Dow
	Name:	Brian Dow
	Title:	Chief Financial Officer
		(Principal Financial Officer)

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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